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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
GTE INTERNETWORKING INCORPORATED
1. The name of the corporation is GTE Internetworking Incorporated.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware other than the
banking business, the trust business or the practice of a profession
permitted to be incorporated by the Delaware Corporation Code.
4. The total number of shares of common stock which the corporation shall
have authority to issue is 500 shares. These shares shall have a par
value of $1.00 per share.
5. To the fullest extent permitted by the General Corporation Law of
Delaware as it now exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director.
6. The name and mailing address of the incorporator is David S. Kauffman,
One Stamford Forum, Stamford, Connecticut 06904.
7. The corporation is to have perpetual existence.
8. The corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 11th day of September, 1997.
/s/ David S. Kauffman
------------------------
David S. Kauffman
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 11th of September, 1997, personally appeared before me David S.
Kauffman, personally known to me, and he did acknowledge that he signed, sealed,
this Certificate of Incorporation as his voluntary deed and deposed that the
facts stated therein are true.
/s/ Susan C. Cybashi
------------------------
Notary Public
My Commission Expires October 31, 1999
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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
GTE INTERNETWORKING INCORPORATED
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
GTE Internetworking Incorporated.
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article[s] 1 hereof and by substituting in lieu of said
Article[s] the following new Article[s]:
"1. The name of the corporation is Genuity Inc."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242, 228
and 141 of the General Corporation Law of the State of Delaware.
Signed on this 5th of April, 2000.
/s/ David B. Monaghan, Jr.
--------------------------------
Name: David B. Monaghan, Jr.
Title: Vice President-Finance
